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EXHIBIT 10.44
[XXXXXXXXX X. XXXX, PH.D. LETTERHEAD]
November 2, 1994
Xxxxxxx X. Xxxx
President and CEO
Biovensa Inc.
00000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Dear Xxxx:
This is a side letter referred to in an Employment Agreement executed
today but dated effective November 2, 1994 (the "Employment Agreement"),
between Biovensa Inc. (the "Company") and Xxxxxxxxx X. Xxxx, Ph.D. ("Employee").
This letter sets forth certain special agreements between the Company and
Employee with respect to the research activities of Lipitek International, Inc.
("Lipitek"), as follows:
(i) Employee is the owner and chief executive officer of
Lipitek which, among other activities, engages in research to identify
potential new compounds or drugs for development.
(ii) Lipitek may conduct such research as it deems
appropriate, provided that, unless expressly authorized by the Company,
Employee agrees that, during the term of the Employment Agreement, he
will not permit Lipitek to (A) engage in research with respect to any
specific (e.g. not by class or category) compound or molecule for use in
the treatment of cancer if, prior to initiating such research, the
Institute for Drug Development ("IDD"), an affiliate of the Company, has
disclosed to Employee, or Employee otherwise has actual knowledge, that
IDD is actively engaged in research with respect to such specific
compound or molecule for use in the treatment of cancer, or (B) engage
in a research program with respect to a class or category of compounds
or molecules for the treatment of cancer (a "Research Program") if,
prior to initiating such Research Program, IDD has disclosed to
Employee, or Employee otherwise has actual knowledge, that IDD is
actively engaged in a substantially similar Research Program, provided
that, notwithstanding clause (B), if Lipitek makes a discovery with
respect to a specific compound or molecule as a result of research not
restricted under clause (A) and such discovery dictates, in Lipitek's
reasonable opinion, further research under a Research Program restricted
under clause (B), Lipitek may conduct such Research Program for the
limited purpose of conducting further research of such compound or
molecule or derivatives related thereto.
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Xx. Xxxxxxx X. Xxxx
November 2, 1994
Page -2-
(iii) As to research, during the term of the Employment
Agreement, Employee agrees to cause Lipitek to grant to the Company a
60-day right of first refusal to develop, on competitive terms, any
compounds or drugs which Lipitek discovers for use in the treatment of
cancer and, with respect to which, Lipitek is the owner of the rights to
the compound or drug discovered. With respect to such right of first
refusal for a particular compound or drug, unless a development
agreement is entered into with another party within 60 days of the
Company's election not to exercise the right of first refusal, or within
60 days of the expiration of the 60-day period of the right of first
refusal, whichever occurs first, Employee will not, during the term of
the Employment Agreement, permit Lipitek to enter into a development
agreement with another party covering such compound or drug for use in
the treatment of cancer without first reoffering the development to the
Company, on competitive terms.
(iv) As used in this side letter, the phrase "use in the
treatment of cancer" shall exclude any use in the diagnosis of cancer.
Please confirm that the above represents our agreement with respect to
the research activities of Lipitek by executing this letter where indicated
below and returning a signed copy to me at your earliest convenience.
Very truly yours,
/s/ XXXXXXXXX X. XXXX
Xxxxxxxxx X. Xxxx, Ph.D.
AGREED:
BIOVENSA INC.
By /s/ XXXXXXX X. LOVE
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Xxxxxxx X. Xxxx,
President and CEO
